ContractMorgan Stanley • June 29th, 2005 • Finance services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS NOTE MAY NOT BE OFFERED, SOLD, HYPOTHECATED, GIVEN, BEQUEATHED, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, TO THE EXTENT REASONABLY REQUESTED BY THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE.
INVESTMENT AND NOTE PURCHASE AGREEMENT BY AND AMONG VIATEL HOLDING (BERMUDA) LIMITED AND THE PURCHASERS LISTED ON SCHEDULE 1 HERETO DATED AS OF JUNE 23, 2005Investment and Note Purchase Agreement • June 29th, 2005 • Morgan Stanley • Finance services • New York
INVESTMENT AND NOTE PURCHASE AGREEMENT dated as of June 23, 2005 (the “Agreement”), by and among Viatel Holding (Bermuda) Limited, a company organized under the laws of Bermuda (the “Company”), and each of the Purchasers listed on Schedule 1 hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
VIATEL HOLDING (BERMUDA) LIMITEDMorgan Stanley • June 29th, 2005 • Finance services • New York
Reference is made to that certain Investment and Note Purchase Agreement (the “Existing Agreement”), dated as of April 21, 2004, by and among Viatel Holding (Bermuda) Limited (the “Company”) and the purchasers named therein, relating to the Company’s existing 8% Convertible Senior Secured Notes Due 2014 (the “Existing Notes”). This letter agreement is referred to herein as the “Letter Agreement.” Capitalized terms used in this Letter Agreement and not defined shall have the meanings assigned to them in the Existing Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 29th, 2005 • Morgan Stanley • Finance services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01, of Viatel Holding (Bermuda) Limited, a Bermuda corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
